BANK OF AMERICA CORPORATION | Shareholder proposal requesting the nomination of more director candidates than board seats at Bank of America

Status
Filed
AGM date
Previous AGM date
Proposal number
5
Resolution details
Company ticker
BAC
Lead filer
Individual
Resolution ask
Adopt or amend a policy
ESG theme
  • Governance
ESG sub-theme
  • Shareholder rights
Type of vote
Shareholder proposal
Filer type
Shareholder
Company sector
Financials
Company HQ country
United States
Resolved clause
Shareholders recommend that Bank of America Corporation (the Company) reform the election of the board to list more
candidates than the number of directors of the board to be elected.
Supporting statement
The American corporate boards and executives have become a class of oligarchy, as defined by Aristotle, according to his _Politics_. In this great
classic, Aristotle demonstrated that in a stable community (polis), the ratio of the richest citizen’s land to the poorest citizen’s land should not be
over 5 to 1. The Company’s CEO pay ratio was 230:1 in 2023 (2024 Proxy Statement p.85). The CEO pay ratios of big Japanese and European
companies are much less than of big American companies. America’s ballooning executive compensation is not sustainable for the economy,
particularly there is no rational methodology to decide the executive compensation. The increase of disparity of wealth is the most serious root
of American social disorder. Shareholders in JPMorgan Chase & Co., Intel, Netflix, Salesforce and other big companies rejected sky-high executive
pay packages in 2022, 2023, and 2024.
One of the main problems of corporate governance is that American corporate boards are not democratically elected. The Company’s board needs a democratic reform to elect members from more diversified candidates. Shareholders should have the right to choose from more candidates than the number of directors of the board to be elected. This democratic reform proposal should be implemented as not to violate any contractual obligations, with amendments to the Company’s
governing documents as needed. The board has the flexibility to implement this proposal to design the criteria and process to nominate at least
one more candidate than the number of directors of the board to be elected.

How other organisations have declared their voting intentions

Organisation nameDeclared voting intentionsRationale
Rothschild & co Asset ManagementAgainst

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